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OFFICIAL DISPATCH NO. 1391/HQKV18-NV GUIDING CUSTOMS PROCEDURES RELATED TO THE PROCESS OF COMPANY SEPARATION

On September 17, 2025, the Customs Sub-Department of Region XVIII issued Official Dispatch No. 1391/HQKV18-NV guiding customs procedures related to the process of company separation, with details as follows:

  1. Procedure for submitting final settlement reports (Article 60 of Circular No. 38/2015/TT-BTC amended by Circular No. 39/2018/TT-BTC)
  • Applicable entity: The separated company
  • Timing: Before carrying out the company separation procedure
  • The separated company must contact the customs authority (where the company is managed) to submit a final settlement report on the import-export-inventory status of raw materials and supplies imported for manufacturing export goods.
  1. Timing for finalizing settlement report data (Article 199 of the Enterprise Law No. 59/2020/QH14)

The separated company must finalize the settlement report data up to the day immediately preceding the date the new company is issued its enterprise registration certificate

  1. Import-export activities during the transition period (Article 199 of the 2020 Enterprise Law and Article 2 of Circular No. 38/2015/TT-BTC as amended by Article 1 of Circular No. 39/2018/TT-BTC)

While waiting for the new company to be issued its enterprise registration certificate, the separated company may continue import-export activities under its license and enjoy tax and customs procedure incentives.

  1. Procedures for transferring raw materials, machinery, and equipment from the separated company to the new company

4.1 Transfer of imported raw materials for manufacturing export goods (Article 199 of the 2020 Enterprise Law and Article 2 of Circular No. 38/2015/TT-BTC as amended by Article 1 of Circular No. 39/2018/TT-BTC)

  • Separated company: After completing the final settlement report with customs, the separated company must notify the managing customs authority of the actual inventory of raw materials and supplies to be transferred to the new company, then carry out the handover
  • New company: After the separation procedure is completed, the new company must send a written notice to the managing customs authority regarding the receipt of these materials, specifying quantity and intended use. It must also monitor and record these materials in its accounting system according to their intended use.

4.2 Transfer of machinery and equipment imported to form fixed assets under the duty-free list (Article 103 of Circular No. 38/2015/TT-BTC)

Applicable entity: The new company

  • Must register the list of duty-free imported goods with the customs authority
  • Must open a new customs declaration (type code A42) to receive the transferred machinery and be considered for import duty exemption

If the separated company transfeDFHJJKrs machinery and equipment to the new company (which qualifies for import duty exemption), the transferring company is not required to pay import duty, provided the transfer price excludes import duty

  1. Procedure for inheriting the export production registration dossier (Article 56 of Circular No. 38/2015/TT-BTC as amended by Article 1 of Circular No. 39/2018/TT-BTC)

Since the production facility information of the new company differs from that of the separated company, the new company must carry out the procedure to notify the production facility as required